David W. Freese
Partner
+1.215.963.5862
david.freese@morganlewis.com
October 19, 2023
FILED AS EDGAR CORRESPONDENCE
David P. Matthews, Esq .
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Re: Form N-14 Filing for Bishop Street Funds (File No. 333-274501)
Dear Mr. Matthews:
On behalf of our client, Bishop Street Funds (the “Trust”), this letter responds to the comment you provided on behalf of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) regarding the Trust’s registration statement on Form N-14 (the “Registration Statement”), filed on September 13, 2023, with respect to the reorganization (the “Reorganization”) of the Hawaii Municipal Fund (the “Target Fund”), a series of Lee Financial Mutual Fund, Inc. (the “Target Company”), into the Hawaii Municipal Bond Fund (the “Acquiring Fund”, and together with the Target Fund, the “Funds”), a series of the Trust.
Below, we have briefly summarized your comment and provided a response based on information provided by the Target Fund. Capitalized terms not defined herein should be given the meaning provided in the Registration Statement.
1. | Comment. The Staff refers to the Trust’s response to Comment 19 in the Trust’s prior Correspondence, filed on October 13, 2023, which states that broker non-votes will be counted as present for purposes of establishing quorum at the Meeting. It is the Staff’s position that broker non-votes may not be counted as establishing quorum for a meeting where only non-routine proposals are submitted to shareholders. Please remove references to broker non-votes being counted as establishing quorum. |
Response. In response to this Comment, the referenced disclosure has been revised as follows: |
Morgan, Lewis & Bockius llp
1701 Market Street Philadelphia, PA 19103-2921 United States | +1.215.963.5000 +1.215.963.5001 |
David P. Matthews, Esq.
October 19, 2023
Page 2
Abstentions [and broker non votes]will be counted for purposes of determining whether a quorum is present at the Meeting. Abstentions and broker non voteswill have the same effect as a vote “AGAINST” the Proposal because an absolute percentage of affirmative votes is required to approve the Proposal.
Broker non votes are proxies from brokers or nominees that indicate that theyhave not received voting instructions from the beneficial owner or other person entitled to vote shares on a particular matter for which the brokers or nominees do not have discretionary authority to vote, such as the Proposal. A broker non vote occurs when a broker has not received voting instructions from a shareholder and is barred from voting the shares without shareholder instructions because the proposal is non routine. The Proposal is considered “non routine” for purposes of determining broker non votes.—It is the Funds' understanding that because broker dealers, in the absence of specific authorization from their customers, will not have discretionary authority to vote any shares held beneficially by their customers on the single matter expected to be presented at the Meeting there are unlikely to be any broker non votes at the Meeting.
Broker non-votes are inapplicable for this Meeting because shareholders are being asked to approve a non-routine proposal for which brokers or nominees do not have discretionary voting power.
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If you have any questions, need any additional information or would like any clarification, please contact me at (215) 963-5862.
Sincerely, | |
/s/ David W. Freese | |
David W. Freese |
cc: Michael Beattie, President, Bishop Street Funds